Kimberly Ritrievi
About Kimberly E. Ritrievi
Independent Non‑Executive Chair of Mativ Holdings since 2024; director since 2018. Age 66, Doctor of Science (ScD), with 30+ years in capital markets and specialty chemicals; previously Goldman Sachs leadership and currently President of The Ritrievi Group, LLC. The Board has affirmatively determined she is independent under SEC/NYSE and company standards and designated her an audit committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Ritrievi Group, LLC | President | 2005–present | Capital markets advisory expertise relevant to Mativ’s strategy and capital allocation |
| Goldman Sachs & Co. | Various leadership roles | 1997–2004 | Financial markets experience in value creation, strategy, capital allocation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tetra Tech, Inc. | Director | 2013–present | Public board experience; no company‑reported related party transactions with Mativ |
Board Governance
- Current roles: Non‑Executive Chair; Chair of Compensation Committee; Member of Audit Committee. Audit Committee chaired by John Rogers; Compensation members are Ritrievi (Chair), William Cook, Marco Levi.
- Independence: Board determined Dr. Ritrievi is independent under SEC/NYSE and company categorical standards; all directors except the CEO are independent.
- Audit committee financial expert designation: Ritrievi (along with Rogers, Cook, Stipancich).
- Meetings and attendance: Board met 7 times in 2024; Audit 7; Compensation 8; Nominating & Governance 4. All current directors attended all Board and applicable committee meetings.
- Governance practices: Majority vote resignation policy; regular executive sessions of independent directors; overboarding limits; director orientation/continuing education; hedging/pledging prohibition; stock ownership guidelines.
Fixed Compensation
- Director program (approved Sept 2024; reverted cash in 2025):
- Annual Board retainer: $125,000 in stock + $85,000 cash (paid quarterly); Non‑Executive Chair additional $100,000 cash.
- Committee retainers (annual, paid quarterly): Audit: Chair $30,000; member $15,000. Compensation: Chair $20,000; member $10,000. Nominating & Governance: Chair $15,000; member $10,000.
- Temporary reversion for Q2–Q4 2025: cash retainer back to $70,000 (Chair $75,000).
| Component | Amount | Notes |
|---|---|---|
| 2024 Cash fees (Ritrievi) | $140,000 | Includes Chair premium and committee fees |
| 2024 Stock awards (Ritrievi) | $102,500 | Quarterly equity retainer; grant date fair value |
| 2024 Total (Ritrievi) | $242,500 | Sum of cash + stock |
Performance Compensation
| Element | Vesting/Terms | Performance Metrics |
|---|---|---|
| Director equity retainer (stock awards) | Paid quarterly in advance; moving to single annual grant starting July 1, 2025 | None disclosed for directors; equity is retainer‑based, not performance‑conditioned |
Other Directorships & Interlocks
| Company | Relationship to Mativ | Notable Interlocks/Conflicts |
|---|---|---|
| Tetra Tech, Inc. | No related‑party transactions reported | No shared compensation committee interlocks disclosed; company policy prohibits related‑party transactions >$120k without Audit Committee approval; none since Jan 1, 2024 |
Expertise & Qualifications
- Capital markets and specialty chemicals background; strategic leadership, audit/accounting, M&A/integration, ERM, ESG; public company board experience. Skills matrix shows strong finance and strategy breadth.
- Audit committee financial expert; enhances oversight of financial reporting and controls.
- NACD membership policy for directors; continuing education requirements.
Equity Ownership
| Holder | Beneficial Shares | Deferred Stock Units | Ownership % of Class |
|---|---|---|---|
| Kimberly E. Ritrievi | 20,640 | 15,963 | * (<1%) |
- Stock ownership guidelines: Directors must hold equity or equivalents equal to 5× the annual Board cash retainer; all directors either meet the guidelines or are within the 5‑year compliance period. Hedging and pledging of company stock are prohibited for directors.
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) filing compliance | Company reported certain late filings for named executives/directors in 2024; Dr. Ritrievi was not listed among late filers. |
Governance Assessment
- Board effectiveness: As Non‑Executive Chair and Compensation Committee Chair, Ritrievi centralizes independent oversight of CEO pay, performance alignment, and equity plan governance; perfect attendance and audit financial expert credentials support high engagement and oversight quality.
- Pay alignment and shareholder signals: 2024 say‑on‑pay passed with ~97% support, consistent with prior years; executive incentives anchored to EBITDA, revenue, safety (STIP) and multi‑year FCF% and ROIC with a relative TSR modifier (PSUs), indicating robust pay‑for‑performance design by the committee.
- Equity plan stewardship: 2025 proposal to add 2.3M shares to the 2024 Plan would raise overhang from 5.9% to ~10.1% (on 54.5M shares outstanding), a dilution consideration for investors but supported by minimum vesting, no repricing, and clawbacks; as Comp Chair, Ritrievi’s role in balancing talent retention and dilution is material.
- Conflicts and red flags: No related‑party transactions since Jan 1, 2024; hedging/pledging banned; overboarding and audit committee limits observed; no change‑in‑control tax gross‑ups; strong governance policies reduce conflict risk.
Overall investor takeaway: Ritrievi’s independence, finance expertise, and leadership of the board and compensation committee, coupled with strong attendance and robust governance policies, are positives for investor confidence. Dilution from the equity plan amendment warrants monitoring, but safeguards and high say‑on‑pay support mitigate concerns.